瑞穗金融美股招股说明书(2025-02-07版)

U.S.$900,000,000 5.422% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2036U.S.$300,000,000 Senior Callable Floating Rate Notes due 2031 Mizuho Financial Group, Inc., a joint stock corporation incorporated with limited liability under the laws of Japan (“Mizuho Financial Group”or the “Issuer”), will issue an aggregate principal amount of $700,000,000 of senior callable fixed-to-fixed reset rate notes due May 13, 2031 (the“6-year Notes”) and an aggregate principal amount of $900,000,000 of senior callable fixed-to-fixed reset rate notes due May 13, 2036 (the “11-year Notes” and, together with the 6-year Notes, the “Fixed-to-Fixed Reset Rate Notes”). The 6-year Notes will bear interest (i) from (and including) February 13, 2025 to (but excluding) May 13, 2030 (the “6-year Notes Reset Date”),at the fixed rate of 5.098% per annum, payable semi-annually in arrears on May 13 and November 13 of each year, with the first interest paymentto be made on May 13, 2025 (there will therefore be a short first coupon on the 6-year notes), and (ii) from (and including) the 6-year Notes ResetDate to (but excluding) the maturity date, at a fixed per annum rate equal to the applicable U.S. Treasury Rate (as defined below) as determinedby the Calculation Agent (as defined below) on the 6-year Notes Reset Determination Date (as defined below) as described under “Description ofthe Notes—Fixed-to-Fixed Reset Rate Notes—Determination of the U.S. Treasury Rate,” plus 0.82%, payable semi-annually in arrears onNovember 13, 2030 and May 13, 2031. The 6-year Notes will mature on May 13, 2031. The 11-year Notes will bear interest (i) from (and including) February 13, 2025 to (but excluding) May 13, 2035 (the “11-year Notes ResetDate”), at the fixed rate of 5.422% per annum, payable semi-annually in arrears on May 13 and November 13 of each year, with the first interestpayment to be made on May 13, 2025 (there will therefore be a short first coupon on the 11-year notes), and (ii) from (and including) the 11-yearNotes Reset Date to (but excluding) the maturity date, at a fixed per annum rate equal to the applicable U.S. Treasury Rate as determined by theCalculation Agent on the 11-year Notes Reset Determination Date (as defined below) as described under “Description of the Notes—Fixed-to-Fixed Reset Rate Notes—Determination of the U.S. Treasury Rate,” plus 0.98%, payable semi-annually in arrears on November 13, 2035 andMay 13, 2036. The 11-year Notes will mature on May 13, 2036. Mizuho Financial Group will also issue an aggregate principal amount of $300,000,000 of senior callable floating rate notes due May 13, 2031(the “Floating Rate Notes” and, together with the Fixed-to-Fixed Reset Rate Notes, the “Notes”). The Floating Rate Notes will bear interestcommencing February 13, 2025 at a floating per annum rate equal to Compounded Daily SOFR (as defined below), plus 1.08%, determined asdescribed under “Description of the Notes—Floating Rate Notes,” payable quarterly in arrears on February 13, May 13, August 13 andNovember 13 of each year, beginning on May 13, 2025, subject to adjustments. The Floating Rate Notes will mature on May 13, 2031. Mizuho Financial Group may redeem, at its option, each series of the Notes, in whole, but not in part, on the date that is one year prior to thematurity date of such series of Notes, at the applicable redemption price, subject to certain conditions. See “Description of Notes—OptionalRedemption.” In addition, Mizuho Financial Group may at its option redeem the Notes of each series, in whole, but not in part, upon theoccurrence of certain changes in Japanese tax law, subject to certain conditions. See “Description of the Notes—Optional Tax Redemption.” Eachseries of the Notes will not be subject to any sinking fund. The Notes will be represented by one or more global notes deposited with a custodianfor and registered in the name of a nominee of The Depository Trust Company (“DTC”), as depositary. Beneficial interests in the Notes will beshown on, and transfers thereof will be effected only through, records maintained by DTC and its direct and indirect participants, includingEuroclear Bank SA/NV (“Euroclear”), and Clearstream Banking S.A. (“Clearstream”). The Notes will be issued only in registered form inminimum denominations of $200,000 and integral multiples of $1,000 in excess thereof. The net proceeds from the issuance and sale of each series of the Notes will be used to make a loan to Mizuho Bank (as defined below), whichintends to utilize such funds for its general corporate purposes.See “Use of Proceeds.” Each series of the Notes is intended to qualify as external total loss-absorbing capacity (“TLAC”) debt under the Japanese TLAC Standard (asdefined below). The Notes will be Mizuho Financial Group’s direct, unconditional, unsubordinated and unsecured obligations and rank pari passuand without preference among themselves and with all other unsecured obligations, other than subordinated obl